On December 15, 2008, the Board of Directors (the "Board") of The Boeing Company (the "Company") accepted the offer to resign of retired Marine Corps Gen. James L. Jones, who earlier this month was named by U.S. President-elect Barack Obama to serve as his national security adviser. In accordance with the Company's Corporate Governance Principles, Gen. Jones offered to resign from the Board after this change in occupation. A copy of the Company's press release announcing Mr. Jones's resignation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On December 15, 2008, the Board approved an amendment to the By-Laws of the Company (the "By-Laws") that amended Article II, Section 1 to decrease the number of directors from ten to nine in connection with the Board's acceptance of James L. Jones's offer to resign from the Board, as set forth in Item 5.02 above.

The foregoing summary of the amendment to the By-Laws is qualified in its entirety by reference to the amended and restated By-Laws filed as Exhibit 3.2 hereto and incorporated herein by reference.

(d) Exhibits.

Exhibit
Number                                    Description

3.2          By-Laws of The Boeing Company, as amended and restated on December 15,
             2008.

99.1         Press Release dated December 15, 2008.